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                                                                   EXHIBIT 10.43


                                   PCTEL, INC.

                                 1997 STOCK PLAN

                      As amended and restated May 13, 2004

         1. Purposes of the Plan. The purposes of this Stock Plan are:

                  o   to attract and retain the best available personnel for
                      positions of substantial responsibility,

                  o   to provide additional incentive to Employees, Directors
                      and Consultants, and

                  o   to promote the success of the Company's business.

         Awards granted under the Plan may be Incentive Stock Options,
Nonstatutory Stock Options, Stock Appreciation Rights or Stock Purchase Rights,
as determined by the Administrator at the time of grant.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.

                  (b) "Applicable Laws" means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Awards are, or will be, granted under
the Plan.

                  (c) "Award" means, individually or collectively, a grant under
the Plan of Options, Stock Appreciation Rights or Stock Purchase Rights.

                  (d) "Award Agreement" means the written agreement setting
forth the terms and provisions applicable to each Award granted under the Plan.
The Award Agreement is subject to the terms and conditions of the Plan.

                  (e) "Awarded Stock" means the Common Stock subject to an
Award.

                  (f) "Board" means the Board of Directors of the Company.

                  (g) "Code" means the Internal Revenue Code of 1986, as
amended.

                  (h) "Committee" means a committee of Directors appointed by
the Board in accordance with Section 4 of the Plan.

                  (i) "Common Stock" means the common stock of the Company.

                  (j) "Company" means PCTel, Inc., a Delaware corporation.

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                  (k) "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services to such
entity.

                  (l) "Director" means a member of the Board.

                  (m) "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.

                  (n) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service Provider shall not cease to be an Employee in the case of (i) any leave
of absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
For purposes of Incentive Stock Options, no such leave may exceed ninety days,
unless reemployment upon expiration of such leave is guaranteed by statute or
contract. If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option held by the Participant shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.
Neither service as a Director nor payment of a director's fee by the Company
shall be sufficient to constitute "employment" by the Company.

                  (o) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (p) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;

                           (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in The Wall Street Journal or such
other source as the Administrator deems reliable; or

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith by the
Administrator.

                  (q) "Incentive Stock Option" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                  (r) "Nonstatutory Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

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                  (s) "Notice of Grant" means a written or electronic notice
evidencing certain terms and conditions of an individual Option, Stock
Appreciation Right or Stock Purchase Right grant. The Notice of Grant is part of
the Option Agreement.

                  (t) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

                  (u) "Option" means a stock option granted pursuant to the
Plan.

                  (v) "Option Agreement" means an agreement between the Company
and a Participant evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

                  (w) "Option Exchange Program" means a program whereby
outstanding Options are surrendered in exchange for Options with a lower
exercise price.

                  (x) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

                  (y) "Participant" means the holder of an outstanding Award
granted under the Plan.

                  (z) "Plan" means this 1997 Stock Plan, as amended and
restated.

                  (aa) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 12 of the Plan.

                  (bb) "Restricted Stock Purchase Agreement" means a written
agreement between the Company and the Optionee evidencing the terms and
restrictions applying to stock purchased under a Stock Purchase Right. The
Restricted Stock Purchase Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.

                  (cc) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.

                  (dd) "Section 16(b) " means Section 16(b) of the Exchange Act.

                  (ee) "Service Provider" means an Employee, Director or
Consultant.

                  (ff) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 14 of the Plan.

                  (gg) "Stock Appreciation Right" or "SAR" means an Award
granted pursuant to Section 12 hereof.

                  (hh) "Stock Purchase Right" means the right to purchase Common
Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

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                  (ii) "Subsidiary" means a "subsidiary corporation", whether
now or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan. Subject to the provisions of Section 14
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 5,500,000 Shares, plus an annual increase to be added on
the first day of the Company's fiscal year equal to the lesser of (i) 700,000
Shares, (ii) 4% of the outstanding shares on such date or (iii) a lesser amount
determined by the Board. The Shares may be authorized, but unissued, or
reacquired Common Stock.

                  If an Award expires or becomes unexercisable without having
been exercised in full, or, with respect to Restricted Stock, is forfeited to or
repurchased by the Company, the unpurchased Shares (or for Restricted Stock, the
forfeited or repurchased shares) which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated). With respect to SARs, only shares actually issued pursuant to an
SAR shall cease to be available under the Plan; all remaining shares under SARs
shall remain available for future grant or sale under the Plan (unless the Plan
has terminated). However, Shares that have actually been issued under the Plan
under any Award shall not be returned to the Plan and shall not become available
for future distribution under the Plan, except that if Shares of Restricted
Stock are repurchased by the Company at their original purchase price or are
forfeited to the Company, such Shares shall become available for future grant
under the Plan.

         4. Administration of the Plan.

                  (a) Procedure.

                           (i) Multiple Administrative Bodies. The Plan may be
administered by different Committees with respect to different groups of Service
Providers.

                           (ii) Section 162(m). To the extent that the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based compensation" within the meaning of Section 162(m) of the
Code, the Plan shall be administered by a Committee of two or more "outside
directors" within the meaning of Section 162(m) of the Code.

                           (iii) Rule 16b-3. To the extent desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption under
Rule 16b-3.

                           (iv) Other Administration. Other than as provided
above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.

                  (b) Powers of the Administrator. Subject to the provisions of
the Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:

                           (i) to determine the Fair Market Value;

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                           (ii) to select the Service Providers to whom Awards
may be granted hereunder;

                           (iii) to determine the number of shares of Common
Stock to be covered by each Award granted hereunder;

                           (iv) to approve forms of agreement for use under the
Plan;

                           (v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price, the
time or times when Awards may be exercised (which may be based on performance
criteria), any vesting acceleration or waiver of forfeiture restrictions, and
any restriction or limitation regarding any Award or the shares of Common Stock
relating thereto, based in each case on such factors as the Administrator, in
its sole discretion, shall determine;

                           (vi) to reduce the exercise price of any Option to
the then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;

                           (vii) to institute an Option Exchange Program;

                           (viii) to construe and interpret the terms of the
Plan and Awards granted pursuant to the Plan;

                           (ix) to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations relating to
sub-plans established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (x) to modify or amend each Award (subject to Section
16(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options and SARs longer than is
otherwise provided for in the Plan;

                           (xi) to allow Participants to satisfy withholding tax
obligations by electing to have the Company withhold from the Shares to be
issued upon exercise of an Award that number of Shares having a Fair Market
Value equal to the amount required to be withheld. The Fair Market Value of the
Shares to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose shall be made in such form and under such conditions
as the Administrator may deem necessary or advisable;

                           (xii) to authorize any person to execute on behalf of
the Company any instrument required to effect the grant of an Award previously
granted by the Administrator;

                           (xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.

                  (c) Effect of Administrator's Decision. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Participants and any other holders of Awards.

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         5. Eligibility. Stock Purchase Rights, Stock Appreciation Rights and
Nonstatutory Stock Options may be granted to Service Providers. Incentive Stock
Options may be granted only to Employees.

         6. Limitations.

                  (a) Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Company and any Parent or Subsidiary) exceeds $100,000,
such Options shall be treated as Nonstatutory Stock Options. For purposes of
this Section 6(a), Incentive Stock Options shall be taken into account in the
order in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

                  (b) Neither the Plan nor any Award shall confer upon a
Participant any right with respect to continuing the Participant's relationship
as a Service Provider with the Company, nor shall they interfere in any way with
the Participant's right or the Company's right to terminate such relationship at
any time, with or without cause.

                  (c) The following limitations shall apply to grants of Options
and Stock Appreciation Rights:

                           (i) No Service Provider shall be granted, in any
fiscal year of the Company, Options or Stock Appreciation Rights to purchase
more than 300,000 Shares.

                           (ii) In connection with his or her initial service, a
Service Provider may be granted Options or Stock Appreciation Rights to purchase
up to an additional 300,000 Shares which shall not count against the limit set
forth in subsection (i) above.

                           (iii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 14.

                           (iv) If an Option or Stock Appreciation Right is
canceled in the same fiscal year of the Company in which it was granted (other
than in connection with a transaction described in Section 14), the canceled
Option or Stock Appreciation Right will be counted against the limits set forth
in subsections (i) and (ii) above. For this purpose, if the exercise price of an
Option or Stock Appreciation Right is reduced, the transaction will be treated
as a cancellation of the Option or Stock Appreciation Right and the grant of a
new Option or Stock Appreciation Right.

         7. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect for 10 years thereafter unless terminated
earlier under Section 16 of the Plan.

         8. Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to a Participant who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the total combined voting
power of all classes of

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stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option Agreement.

         9. Option Exercise Price and Consideration.

                  (a) Exercise Price. The per share exercise price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:

                           (i) In the case of an Incentive Stock Option

                                    (A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.

                                    (B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per Share exercise
price shall be no less than 100% of the Fair Market Value per Share on the date
of grant.

                           (ii) In the case of a Nonstatutory Stock Option, the
per Share exercise price shall be determined by the Administrator. In the case
of a Nonstatutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (iii) Notwithstanding the foregoing, Options may be
granted with a per Share exercise price of less than 100% of the Fair Market
Value per Share on the date of grant pursuant to a merger or other corporate
transaction.

                  (b) Waiting Period and Exercise Dates. At the time an Option
is granted, the Administrator shall fix the period within which the Option may
be exercised and shall determine any conditions which must be satisfied before
the Option may be exercised.

                  (c) Form of Consideration. The Administrator shall determine
the acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option, the Administrator
shall determine the acceptable form of consideration at the time of grant. To
the extent consistent with Applicable Laws, such consideration may consist
entirely of:

                           (i) cash;

                           (ii) check;

                           (iii) promissory note;

                           (iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the Participant for more
than six months on the date of surrender, and


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(B) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised;

                           (v) consideration received by the Company under a
cashless exercise program implemented by the Company in connection with the
Plan;

                           (vi) a reduction in the amount of any Company
liability to the Participant, including any liability attributable to the
Participant's participation in any Company-sponsored deferred compensation
program or arrangement;

                           (vii) any combination of the foregoing methods of
payment; or

                           (viii) such other consideration and method of payment
for the issuance of Shares to the extent permitted by Applicable Laws.

         10. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such conditions as determined by the Administrator
and set forth in the Option Agreement. Unless the Administrator provides
otherwise, vesting of Options granted hereunder shall be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.

                      An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Participant or, if
requested by the Participant, in the name of the Participant and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company),
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for a dividend or
other right for which the record date is prior to the date the Shares are
issued, except as provided in Section 14 of the Plan.

                      Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

                  (b) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent that the
Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for three (3) months following the Participant's termination. If, on
the date of termination, the Participant is not vested as to his or her

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entire Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Participant does not exercise his
or her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

                  (c) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her Option within such period of time as is specified in the
Option Agreement to the extent the Option is vested on the date of termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, on the date of termination, the Participant
is not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Participant does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.

                  (d) Death of Participant. If a Participant dies while a
Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement (but in no event later than the expiration of
the term of such Option as set forth in the Notice of Grant), by the
Participant's estate or by a person who acquires the right to exercise the
Option by bequest or inheritance, but only to the extent that the Option is
vested on the date of death. In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for twelve (12) months following
the Participant's termination. If, at the time of death, the Participant is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan. The Option may be
exercised by the executor or administrator of the Participant's estate or, if
none, by the person(s) entitled to exercise the Option under the Participant's
will or the laws of descent or distribution. If the Option is not so exercised
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

                  (e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Participant at the time that such offer is made.

         11. Stock Appreciation Rights.

                  (a) Grant of SARs. Subject to the terms and conditions of the
Plan, SARs may be granted to Participants at any time and from time to time as
shall be determined by the Administrator, in its sole discretion. The
Administrator shall have complete discretion to determine the number of SARs
granted to any Participant.

                  (b) Exercise Price and other Terms. The Administrator, subject
to the provisions of the Plan, shall have complete discretion to determine the
terms and conditions of SARs granted under the Plan; provided, however, that no
SAR may have a term of more than ten (10) years from the date of grant.

                  (c) Payment of SAR Amount. Upon exercise of a SAR, a
Participant shall be entitled to receive payment from the Company in an amount
determined by multiplying:

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                           (i) The difference between the Fair Market Value of a
Share on the date of exercise over the exercise price; times

                           (ii) the number of Shares with respect to which the
SAR is exercised.

                  (d) Payment upon Exercise of SAR. At the discretion of the
Administrator, payment for a SAR may be in cash, Shares or a combination
thereof.

                  (e) SAR Agreement. Each SAR grant shall be evidenced by an
Award Agreement that shall specify the exercise price, the term of the SAR, the
conditions of exercise, and such other terms and conditions as the
Administrator, in its sole discretion, shall determine.

                  (f) Expiration of SARs. A SAR granted under the Plan shall
expire upon the date determined by the Administrator, in its sole discretion,
and set forth in the Award Agreement.

                  (g) Termination of Relationship as a Service Provider. If a
Participant ceases to be a Service Provider, other than upon the Participant's
death or Disability, the Participant may exercise his or her SAR within such
period of time as is specified in the SAR Agreement to the extent that the SAR
is vested on the date of termination (but in no event later than the expiration
of the term of such SAR as set forth in the SAR Agreement). In the absence of a
specified time in the SAR Agreement, the SAR shall remain exercisable for three
(3) months following the Participant's termination. If, on the date of
termination, the Participant is not vested as to his or her entire SAR, the
Shares covered by the unvested portion of the SAR shall revert to the Plan. If,
after termination, the Participant does not exercise his or her SAR within the
time specified by the Administrator, the SAR shall terminate, and the Shares
covered by such SAR shall revert to the Plan.

                  (h) Disability of Participant. If a Participant ceases to be a
Service Provider as a result of the Participant's Disability, the Participant
may exercise his or her SAR within such period of time as is specified in the
SAR Agreement to the extent the SAR is vested on the date of termination (but in
no event later than the expiration of the term of such SAR as set forth in the
SAR Agreement). In the absence of a specified time in the SAR Agreement, the SAR
shall remain exercisable for twelve (12) months following the Participant's
termination. If, on the date of termination, the Participant is not vested as to
his or her entire SAR, the Shares covered by the unvested portion of the SAR
shall revert to the Plan. If, after termination, the Participant does not
exercise his or her SAR within the time specified herein, the SAR shall
terminate, and the Shares covered by such SAR shall revert to the Plan.

                  (i) Death of Participant. If a Participant dies while a
Service Provider, the SAR may be exercised within such period of time as is
specified in the SAR Agreement (but in no event later than the expiration of the
term of such SAR as set forth in the Notice of Grant), by the Participant's
estate or by a person who acquires the right to exercise the SAR by bequest or
inheritance, but only to the extent that the SAR is vested on the date of death.
In the absence of a specified time in the SAR Agreement, the SAR shall remain
exercisable for twelve (12) months following the Participant's termination. If,
at the time of death, the Participant is not vested as to his or her entire SAR,
the Shares covered by the unvested portion of the SAR shall immediately revert
to the Plan. The SAR may be exercised by the executor or administrator of the
Participant's estate or, if none, by the person(s) entitled to exercise the SAR
under the Participant's will or the laws of descent

<PAGE>
or distribution. If the SAR is not so exercised within the time specified
herein, the SAR shall terminate, and the Shares covered by such SAR shall revert
to the Plan.

                  (j) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an SAR previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Participant at the time that such offer is made.

         12. Stock Purchase Rights.

                  (a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing or electronically, by means of a Notice of Grant,
of the terms, conditions and restrictions related to the offer, including the
number of Shares that the offeree shall be entitled to purchase, the price to be
paid, and the time within which the offeree must accept such offer. The offer
shall be accepted by execution of a Restricted Stock Purchase Agreement in the
form determined by the Administrator.

                  (b) Repurchase Option. Unless the Administrator determines
otherwise, the Restricted Stock Purchase Agreement shall grant the Company a
repurchase option exercisable upon the voluntary or involuntary termination of
the purchaser's service with the Company for any reason (including death or
Disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock Purchase Agreement shall be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at a rate determined by the
Administrator.

                  (c) Other Provisions. The Restricted Stock Purchase Agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole discretion.

                  (d) Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

         13. Non-Transferability of Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
recipient, only by the recipient. If the Administrator makes an Award
transferable, such Award shall contain such additional terms and conditions as
the Administrator deems appropriate.

         14. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

                  (a) Changes in Capitalization. Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Award, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan upon

<PAGE>
cancellation or expiration of an Award, as well as the price per share (if any)
of Common Stock covered by each such outstanding Award, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Award.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for a Participant
to have the right to exercise his or her Option, SAR or Stock Purchase Right
until ten (10) days prior to such transaction as to all of the Awarded Stock
covered thereby, including Shares as to which the Option, SAR or Stock Purchase
Right would not otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option or forfeiture rights applicable to
any Restricted Stock shall lapse 100%, and that any Option, SAR and Stock
Purchase Right vesting shall accelerate 100%, provided the proposed dissolution
or liquidation takes place at the time and in the manner contemplated. To the
extent it has not been previously exercised (with respect to Options, SARs and
Stock Purchase Rights) or vested (with respect to Restricted Stock), an Award
will terminate immediately prior to the consummation of such proposed action.

                  (c) Merger or Asset Sale.

                           (i) Stock Options, SARs and Stock Purchase Rights. In
the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, each outstanding Option,
SAR and Stock Purchase Right shall be assumed or an equivalent Option, SAR or
Stock Purchase Right substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option, SAR or Stock
Purchase Right, the Participant shall fully vest in and have the right to
exercise the Option, SAR or Stock Purchase Right as to all of the Awarded Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option, SAR or Stock Purchase Right becomes fully vested and exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Administrator shall notify the Participant in writing or electronically that
the Option, SAR or Stock Purchase Right shall be fully vested and exercisable
for a period of fifteen (15) days from the date of such notice, and the Option,
SAR or Stock Purchase Right shall terminate upon the expiration of such period.
For the purposes of this paragraph, the Option, SAR or Stock Purchase Right
shall be considered assumed if, following the merger or sale of assets, the
option or stock appreciation right confers the right to purchase or receive, for
each Share of Awarded Stock subject to the Option, SAR or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of

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consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, SAR or Stock Purchase Right, for each Share of Awarded
Stock subject to the Option, SAR or Stock Purchase Right, to be solely common
stock of the successor corporation or its Parent equal in fair market value to
the per share consideration received by holders of Common Stock in the merger or
sale of assets.

                           (ii) Restricted Stock. In the event of a merger of
the Company with or into another corporation, or the sale of substantially all
of the assets of the Company, each outstanding Restricted Stock award shall be
assumed or an equivalent Restricted Stock award substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the
Restricted Stock award, the Participant shall fully vest in the Restricted Stock
award, including as to Shares which would not otherwise be vested. For the
purposes of this paragraph, a Restricted Stock award shall be considered assumed
if, following the merger or sale of assets, the award confers the right to
purchase or receive, for each Share subject to the Award immediately prior to
the merger or sale of assets, the consideration (whether stock, cash, or other
securities or property) received in the merger or sale of assets by holders of
Common Stock for each Share held on the effective date of the transaction (and
if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or sale of assets is
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received, for each Share and each unit to acquire a
Share subject to the Restricted Stock award, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

         15. Date of Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Award, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Participant within a
reasonable time after the date of such grant.

         16. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
amend, alter, suspend or terminate the Plan.

                  (b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan amendment to the extent necessary and desirable to comply
with Applicable Laws.

                  (c) Effect of Amendment or Termination. No amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Participant, unless mutually agreed otherwise between the Participant and the
Administrator, which agreement must be in writing and signed by the Participant
and the Company. Termination of the Plan shall not affect the Administrator's
ability to exercise the powers granted to it hereunder with respect to Awards
granted under the Plan prior to the date of such termination.


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         17. Conditions Upon Issuance of Shares.

                  (a) Legal Compliance. Shares shall not be issued pursuant to
the exercise of an Option or Stock Purchase Right unless the exercise of such
Award and the issuance and delivery of such Shares shall comply with Applicable
Laws and shall be further subject to the approval of counsel for the Company
with respect to such compliance.

                  (b) Investment Representations. As a condition to the exercise
or receipt of an Award, the Company may require the person exercising or
receiving such Award to represent and warrant at the time of any such exercise
or receipt that the Shares are being purchased or received only for investment
and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required.

         18. Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         19. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.